OVERVIEW

To form a nonprofit corporation in Ohio, follow the steps below. It is also advisable for your Ohio nonprofit to obtain a 501(c)(3) status from the IRS, as this will enable federal tax exemption for your Ohio nonprofit corporation. Learn more about 501(c)(3) nonprofits here.

Forming a Nonprofit in Ohio is easy, just follow these 4 steps:

Step 1: Name Your Ohio Nonprofit

The name you select for your nonprofit will establish its brand. It is the first thing most people will learn about your organization. It is important to pick a name that both aligns with your mission and follows the rules of naming in Ohio.

Service provided by GoDaddy.com

After registering a domain name, consider setting up a professional email account (@yourcompany.com). Google's G Suite offers a business email service that comes with other useful tools, including word processing, spreadsheets, and more. Try it for free

Step 2: Appoint A Ohio Statutory Agent

A nonprofit corporation in Ohio is required to have a statutory agent (also called ‘registered agent’ in most states) with an Ohio address.

What is a Statutory (Registered) Agent? A statutory agent is an individual or business entity responsible for receiving important legal documents on behalf of your business. Think of your statutory agent as your business' point of contact with the state.

Who can be a Statutory (Registered) Agent? A statutory agent must be a resident of Ohio or a corporation, such as a statutory agent service, authorized to transact business in Ohio. You may elect an individual within the company including yourself.

Need Help?

Incfile provides the first year of registered agent service free with nonprofit formation ($49 + State Fees)

Step 3: Select Your Board Members and Officers

The directors of a nonprofit are responsible for overseeing the operations of the organization. come together to form a board.

Features of directors:

All the directors of an organization together form the board of directors.

The power and influence of the directors over the organization is as the board of directors, the directors do not have authority as individuals.

The board typically creates the policies that govern the nonprofit. The board of directors also oversee management-level hiring like that of the officers.

The officers of a nonprofit (such as the president or the secretary) are individuals with responsibilities, and the authority to execute based on their job descriptions.

Together, the officers and the board will come together to make up the organizational structure of your nonprofit.

An officer may also be on the board of directors and serve both roles if allowed to do so by the organizational bylaws created by your team.

The organization structure of your nonprofit in Ohio MUST include:

At least 3 directors not related to each other

A president

A secretary

A treasurer

NOTE: The president and secretary positions cannot be held by the same person.

Step 4: File The Ohio Articles of Incorporation

To become a nonprofit corporation in Ohio you must file Form 532B: the Initial Articles of Incorporation (Nonprofit, Domestic Corporation).

If you submit your Initial Articles of Incorporation by mail or in-person, you first need to complete the cover sheet which will require the following information:

Enter the name of the person who will receive applicable correspondence

Enter the mailing address, phone number, and email of the person entered in step 1

Check the box(es) to indicate if you wish to receive correspondence via email and/or if you’d like to receive business services updates from the Secretary of State (also via email)

Check the appropriate box to indicate the type of service you are requesting:

Regular Service: 3-7 business days

Expedite Service 1: 2 business days

Expedite Service 2: 1 business day (walk-in filing only)

Expedite Service 3: 4 hours (walk-in filing only)

Preclearance Filing

Here are the sections that you will need to complete to file the Initial Articles of Incorporation.

Check the first box only if your nonprofit is being formed as a Community Improvement Corporation (see Ohio Revised Code Chapter 1724 for details).

Section 1: Entity NameEnter the name you selected in Step 1.

Section 2: Principal Office & Effective Date

Enter the city and county where the principal office of your nonprofit will be located.

This section allows you to determine the date on which your nonprofit corporation officially forms. Most organizations opt to form on the day the articles are filed, but you can select a different day up to 90 days after filing.

Include Attachments: Supplemental Provisions/InformationAttach additional pages to your articles of incorporation to formally state what the assets of the organization will be used for, and what will happen to the assets if the organization is dissolved. In addition, you may attach any additional pages need to include organization-specific provisions.

To be eligible for 501(c)(3) status, you must convince the IRS that the organization’s assets will always only be used for the purposes approved under 501(c)(3) rules. To this end, you must include provisions ensuring that in the event your organization is dissolved, the assets of the organization will be used towards tax-exempt purposes.

Section 5 of this sample document provides an example of these provisions required for 501(c)(3) eligibility.

Original Appointment of Statutory AgentThe statutory agent (registered agent) can be any entity registered to do business in Ohio or any person who is a resident of the state. Your organization cannot act as its own statutory agent.

Enter the information of the statutory (registered) agent you selected in Step 2.

Your organization’s incorporators and statutory agent must sign the form.

Incorporators SignaturesIncorporators are the people who complete, sign, and submit the certification of formation. These people do not need to be a part of your organization and might be you or a lawyer helping you with the process of formation.

-------

There are three ways to submit your Articles of Incorporation: online, by mail, or in-person

The filing fee is $99.

Checks and money orders for mailed forms must be made payable to the "Ohio Secretary of State"

Accepted credit cards include Visa, Discover, MasterCard, and American Express

Option A: Online

File the Articles of Incorporation through the Secretary of State’s online portal.

Option B: Mail

Submit the Articles of Incorporation to the mailing address found below:

Secretary of State P.O. Box 1390 Columbus, OH 43216

Option C: In-Person

Submit the Articles of Incorporation at the office found below:

Client Service Center22 N 4th StreetColumbus, OH 43215

Nonprofit Formation FAQ

How long does it take to process Form 532B?

Processing times vary depending on the type of service selected:

Regular Service: 3-7 business days

Expedite Service 1: 2 business days

Expedite Service 2: 1 business day (walk-in filing only)

Expedite Service 3: 4 hours (walk-in filing only)

How do I contact the Secretary of State for more information?

You can call for information at (614) 466-3910 or visit them at their website.

Nonprofit Operating Procedures and Housekeeping

Draft Bylaws And Conflict Of Interest Policy

There are two documents that will be central to the running of your nonprofit:

Bylaws: These are the rules that determine how your organization will be governed and run.

You can think about it as a constitution for your nonprofit. It makes the rules and priorities clear for everyone involved.

In your bylaws be sure to include:

How the nonprofit will be governed – the role of directors and officers

How meetings are held, voting procedures, electing officers or directors.

How records will be kept and managed

How disputes will be handled

How bylaws will be added amended in the future

NOTE: Keep in mind that the bylaws will supplement any rules set forth by the federal government or the state.

Ready to get started? Check out these bylaws templates which you can customize to suit the needs of your organization.

The Conflict of Interest Policy: These are the rules set to ensure that decisions being made for the nonprofit are based on what is best for the organization, and not being motivated by what is best for individuals.

Under Appendix A the IRS provides a sample Conflict of Interest Policy.

NOTE: You will want to have both these documents drafted before for your first organizational meeting

Conduct An Organizational Meeting

An organizational meeting is the first official meeting of your nonprofit! Some of the things that are discussed in a typical organizational meeting:

Taking attendance to show you have a quorum (minimum number needed)

Appointing temporary officers, chairmen, secretary, etc.

Adoption of the bylaws

Adoption of conflict of interest policy

Don’t forget to record “minutes” of the meeting and have it signed by all attending directors. Here are some corporate minutes templates to help you get the ball rolling.

NOTE: This meeting must occur before your organization can apply for 501(c)(3) federal tax exempt status.

Get An EIN

An EIN or Employment Identification Number (also called a Federal Tax Identification Number or Federal Employment Identification Number), is used to uniquely identify a business entity. You can think of the EIN as a social security number for your nonprofit.

The EIN is required for your organization whether or not it will have any employees.

The EIN will be used for things like:

Filing for 501(c)(3) status

Opening a bank account

Applying for tax-exempt status

Submitting tax returns

Once your nonprofit is formed, you can apply for an EIN for your nonprofit via Form SS-4.

NOTE: If you use a nonprofit formation service, EIN assistance might already be included in the package.

Get an Ohio Tax Identification Number

Nonprofits in the state of Ohio will also need to register for Ohio tax accounts. This can be accomplished by registering and using the Ohio Business Gateway.

For more information, you can call the Business Gateway at (866) 644-6468.

Open A Business Bank Account

You will typically need to take with you the following items to open a bank account for your nonprofit:

The EIN for the nonprofit

A copy of the nonprofit’s bylaws

A copy of the Articles of Incorporation

If your nonprofit has several directors or officers, some banks may also ask for proof that you are authorized to open the account on behalf of the nonprofit.

NOTE: It is always best to call ahead. Your bank may require some additional documents.

Start a Corporate Records Book (Optional)

As a nonprofit corporation, your organization will need to keep track of many important documents. This includes documents such as:

Articles of Incorporation

EIN

Tax forms

Nonprofit bylaws

Meeting minutes

We recommend starting a dedicated corporate records book early so that as you start receiving these critical legal documents, they can be kept organized from the very beginning.

While you can keep track of everything using supplies from any office store, it may be easier to use a pre-assembled kit that has the things you need in one place. Blumberg and Bindertek have some options specifically designed to meet the needs of nonprofit corporations.

How to Apply for Tax Exemptions

Your nonprofit organization must apply to the IRS to be exempt from federal taxes. Your nonprofit will generally be exempt from paying the Ohio Commercial Activity Tax (CAT) once your federal exemption has been granted.

Your organization may wish to apply for exemption from state sales and property taxes with the Ohio Department of Taxation.

If your organization is a religious institution or has annual gross receipts in each taxable year of no more than $5,000 you may be considered tax-exempt without filing Form 1023. Religious institutions and organizations with gross receipts under $5,000 can still choose to file Form 1023. This would give them a determination letter that specifies that contributions to the organization are tax-deductible.

Applying for Exemption from State Taxes

Once you have received your 501(c) determination letter from the IRS, your organization will generally be exempt from Ohio Commercial Activity Tax.

501(c) nonprofits in Ohio are also exempt from paying sales tax. Your organization will need to present a STEC-B certificate to vendors you wish to purchase from.

For more information, you can call the Department of Taxation at (888) 405-4039, visit them at their website, or mail them at the address below:

Ohio Department of TaxationP.O. Box 530Columbus, OH 43216-0530

Nonprofit Tax FAQ

When should an organization apply for federal tax exemption?

Form 1023/1023-EZ must be filed within 27 months from the end of the first month your organization was created.

How long will it take for the IRS to process Form 1023/1023-EZ?

Soon after sending your application you should receive an acknowledgment of receipt of your application.

If you have not heard from them by that time you can call 877-829-5500 to enquire about your application.

Protect Your Nonprofit

Get Business Insurance

As with any other business, there may be risks involved in running the nonprofit. Getting insurance for your nonprofit allows you to focus on your passion while minimizing your liability.

Here are some of the common types of insurance you may want to consider for your organization:

General Liability Coverage

Directors and Officers Coverage

Social Service Professional Coverage

Your coverage needs will vary based on your organization and the work you do.

Properly Sign Legal Documents

There will be times when you will be signing a document on behalf of your nonprofit. It is important that these times are easily distinguishable from when you are signing a document as an individual. If a document isn’t properly signed, you might suddenly find yourself personally responsible for something the organization should have been liable for.

To avoid such confusion we recommend you and all the members of your organization follow the following format:

The official name of your nonprofit

Your signature

Your full legal name

Your position in the organization

How To Keep Your Nonprofit Compliant

Get A Statutory Agent

Nonprofits that have incorporated are required to maintain a statutory (registered) agent with an office address in Ohio.

If the agent or the office address changes, you must file Form 521 with the Secretary of State to effect a change to the Articles of Incorporation. You can submit this form to the mailing address below

P.O. Box 788Columbus, OH 43216

For more information, you can visit the Secretary of State at their website or call either (614) 466-2655 or (877) 767-6446.

NOTE: Failure to do so may result in termination of the corporation.

File Required Periodic Reports

The Secretary of State requires nonprofits to file a Statement of Continued Existence (Form 522), no more than once every five years.

The Secretary of State will send a notice to the registered (statutory) agent’s address with instructions approximately four months ahead of the filing deadline.

Determine Ohio Business Permits And Licenses

General Business License:As a nonprofit in the state of Ohio, your organization will not need a general business license. However, depending on the type of nonprofit, there may be a specific license required. Access the Ohio Business Gateway’s page on licenses and permits for more details.

Charitable Games License:If your organization will be running charitable games (games of chance, raffles, bingo, etc) you may need a gaming license or adhere to strict rules set forth by the Ohio Attorney General:

For more information, you can call the Department of Taxation at (888) 405-4089, fax them at (614) 387-2165 or visit them at their website.

Public Inspection Rules for 501(c)(3) Organizations

Organizations that have been granted the 501(c)(3) status are required to disclose the following documents to the public when requested:

Annual returns for 3 years after the due date (this includes returns like Form 990, 990-EZ, 990-PF, and any Forms 990-T)

All Form 990 Schedules (except portions of Schedule B), attachments and supporting documents.

Application of exemption and all supporting documents such as Form 1023

The official paperwork from the IRS that shows that your organization has tax-exempt status.

The following do NOT need to be shared with the public

Portions of Schedule B of Form 990/990-EZ that identify the contributors. ( You only need to disclose the amount contributed and the nature of the contributions)

Any unfavorable rulings such as an earlier denial of tax-exempt status.

Any information the IRS has said you can withhold. This may include things like sensitive patents and trade secrets.

Documentation FAQ:

How long do I have to produce these documents if requested?Ideally within the same day. If your organization doesn’t have an office or maintains limited hours during parts of the year, the information should be made available within two weeks.

Do I need to provide copies of the documents?If someone asks for copies in person or in writing you must provide them with copies.

Can I charge for copies?You can charge a reasonable amount for making copies of the documents requested.

NOTE: It may be easiest to have the documents available on your website so that anyone who requests copies can be sent to the site. This allows you to stay compliant without having to spend a lot of time dealing with document requests.

Annual Returns for Tax-Exempt Organizations

Most tax-exempt nonprofit organizations are required to file an annual return with the IRS (Click here for a list of exceptions).

Which form you should use to file the annual returns depend on the annual gross receipt amounts for your organization.

‘Gross receipt’ is defined by the IRS as “the total amounts the organization received from all sources during its annual accounting period, without subtracting any costs or expenses”

You have a little over 4 months after your taxable year comes to an end to file Form 990. It is due on the 15th day of the 5th month. So if your taxable year ends on Dec 31st, your form 990 is due on May 15th.

NOTE: If your organization fails to file form 990 for 3 consecutive years, it will automatically lose its tax-exempt status.

Report Unrelated Business Income

If your organization has a gross income of >$1000 from a trade or business that is not related to the stated purpose of the organization, then it must file Form 990-T to pay tax on that income.

If you expect to pay $500 or more for the year in taxes on unrelated business income, your organization must pay a quarterly estimated tax on the unrelated business income using Form 990-W.

State of Ohio Nonprofit Quicklinks

For further details about nonprofit formation in Texas, see these tools:

About Startup Savant

We give you a window into the startup culture, while also providing step by step startup guides and useful product reviews. We’ve taken our experience to give you knowledge you can act on. Learn more about us.

This website is meant to be opinion and information based, not legal advice of any kind. We spend hundreds of hours per month updating and refining our content as things change, but to be used as-is. For questions while starting a business, we recommend consulting with an attorney or accountant. Names, trademarks and logos mentioned all belong to their respective owners. Some of the links may be affiliate links, earning us a small commission if you decide to use them, allowing us to continue creating content.